TotalEnergies SE - 12 Sep 2022 Form 3 Insider Report for Clearway Energy, Inc. (CWEN)

Role
Director, 10%+ Owner
Signature
TOTALENERGIES SE By: /s/ Aurelien Hamelle Name: Aurelien Hamelle Title: General Counsel
Issuer symbol
CWEN
Transactions as of
12 Sep 2022
Net transactions value
$0
Form type
3
Filing time
15 Sep 2022, 16:14:32 UTC
Next filing
27 Sep 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CWEN Class A Common Stock 21,841 12 Sep 2022 See footnote F1
holding CWEN Class C Common Stock 65,787 12 Sep 2022 See footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CWEN Class B Units of Clearway Energy LLC 12 Sep 2022 Class A Common Stock 42,738,750 See footnote F1, F2
holding CWEN Class D Units of Clearway Energy LLC 12 Sep 2022 Class C Common Stock 42,336,750 See footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The securities reported herein are held directly by Clearway Energy Group LLC ("Clearway Energy Group"), a wholly owned subsidiary of GIP III Zephyr Acquisition Partners, L.P. ("GIP"). TotalEnergies Renewables USA, LLC holds 50% of the equity interests in GIP III Zephyr Holdings, LLC, which is the general partner of GIP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein.
F2 The Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled.
F3 The Class D Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock of the Issuer on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.

Remarks:

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.